Serenity's Paradise
by Lunerpet
Summary: It's peace time in Equestria. no more villains and trouble, the only thing the princess's have to worry about is what to wear at some fancy parties. however Twilight wants to learn about sex from her friend Melody Bloom and Shining Star wants to join her. but it's not all peace and quiet as two sisters from another time shows up to ruin them. (note involves rape.)
1. Chapter 1

"Shining Star? Shining Star where are you?" Celestia called out. She wandered the hall looking for adopted daughter.

"Where is that girl?" Celestia asked herself. She heard a clunking sound and a large drop. "What the!?"

Celestia went over to a door and opened it. She saw Shining Star wearing a blacksmith's visor and working on some sort of device. "Shining Star!"

Shining Star had headphones on as she worked and sparks were flying. Celestia rolled her eyes and went behind her before removing her headphones. "Shining Star!"

"Huh?" Shining Star turned off her torch and smiled as she turned around. "Oh hey uh mom, what can I help you with?"

"You were not at the meeting again, this is the fifth time in two weeks. You were needed" Celestia explained. Truth be told she was worried about her, Shining Star would lock herself in her room for days without any break.

"It's just a meeting with a bunch of stuffy shirts, why am I needed?" Shining Star asked putting away her tools.

"Because as part of your royal duties you need to show your serious to those people" Celestia pointed out.

"I don't understand. Your not like those people, they expect so much for so little, the last meeting was about ball gowns for some rich guy's party" Shining Star said a little annoyed. "What does it matter about what we wear to a fancy dress party for a rich man's kid's party?"

"The Goldflowers are an important family because they own the mines in the Crystal mountains, we make deals with them all the time to buy the crystals for our schools and the like since they have magic in them" Celestia continued.

"How can someone own a mountain? I've been around this outside world for months and still get confused" Shining Star said shaking her head.

"I know your still getting used to this new life, and I'm proud of you. But I would like for you to at least be at the party to show that we Equestrians care about everyone, we don't want anyone to think we're better then them because we're not" Celestia said. "To be honest nether me or Luna want to really go to a kid's coming of age party, they are always so stiff. But this is a means to an end and showing the newest princess who happens to be my daughter off is always fun"

Shining Star smiled widely at this and laughed a bit. "Well okay, I'll show up. Just don't expect me smile and wave all day"

"Come here" Celestia hugged her. "You shouldn't work all day ether, you need to go outside, why don't you go visit Ponyville for a day? I'm sure Twilight would love to have you"

Shining Star felt the warm love from her mother and hugged her back. "Okay, as long as I don't have to be around to many people"

"Your shyness is adorable!" Celestia said happily. "Have fun okay?"

"I will!" Shining Star said. Celestia let go of her and left the room. Shining Star then took her leave of the room and walked down the hall.

Shining Star thought about her friends in Ponyville as she walked. She hadn't seen them in awhile and it sounded like a good idea to visit them. She made a quick stop in her room and grabbed a few things.

She then took out her cloak and put it on, she knew the public loved her but she was still shy around crowds, heck she wasn't used to Twilight's friends yet. She put up the hood and walked out of the castle.

Meanwhile in Ponyville a white unicorn was brushing her pink hair, she was staying with a friend for the next couple of days due to the fact her house was infected recently with parasprites and it was now in quarantine. "Thanks for letting me stay over while my home gets cleaned of those nasty little things"

Twilight was dusting her room as her friend Melody was using her mirror. "It's no problem Melody, I'm more then happy to let you stay as long as you want"

"I'm still confused on how they even got in my house, they just appeared out of nowhere" Melody explained. "I swear it was Discord's doing"

"Why do you say that?" Twilight asked as she dusted.

"Because I dated him, he probably hates that I dumped him after four thousand years" Melody said before thinking about it and laughing. "I'm still not used to saying that"

"I'm not used to having a friend from so long ago" Twilight said happily. "You never talk about those days"

"It's not an easy tale to tell, most of it was fighting and survival, it's a long one too" Melody explained.

"Well we have time, how about you tell it now? Talking about it will help you get it off your chest" Twilight said assuring her.

"Hmm...okay then" Melody turned to her and set the brush down. "When I was a child, I was taken from my family. They were just simple farmers, my father was in a large debt however and...I was what they collected"

"That sounds awful" Twilight said sitting down.

"I told your friends about some parts of my past" Melody said. "But not everything, my parents did their best to earn the money to buy me back. But I had been sold before they could. I never saw them again"

"You were a slave? To who?" Twilight asked. "You never saw your family after that? What happened to your parents?"

"Well I was sold to a rich guy who ran a child fighting ring, it was ether learn to fight or die" Melody continued. "And those were the lucky ones"

"And the...unlucky ones?" Twilight wasn't sure if she wanted to know.

"If the kids didn't win, they were sent to the pleasure camps to be molded into sex slaves" Melody said rather flatly.

"Ew!" Twilight gagged at even the thought. "That's horrible, did you go there?"

"Actually I was a fighter, I...did things there I'm not proud of, I ended young lives just trying to live myself. I managed to escape after several months and lived as a street rat for awhile, my teenage years were...much harsher" Melody said.

"Wow..." Twilight nodded. She now understood why she didn't talk about her past much so she decided to change the subject. "So...can I ask you what was your first...sexual encounter was like?"

"Huh?" Melody raised an eye brow in confusion. "Sex? Where did that come from?"

"Well...I just, I've been wondering about for awhile now, I've never even...touched myself before" Twilight explained with a blush.

"You...oh my" Melody was experienced but she wasn't sure how she could talk about it. "Sex is...difficult to explain"

"It sounds like it, but can't you tell me what your first time was like?" Twilight asked like a confused child.

"First time huh?" Melody said thinking about it. "My first time was...painful, I didn't get any pleasure from it, back then it was all about the men getting off, we girls didn't really get off, the man I was with didn't care about how I got off, he was just interested in himself"

"Was it Discord?" Twilight kept asking.

"No, but I almost wish it was" Melody said and laughed. "If it's one thing Discord did right it was pleasure"

"Okay now that's gross" Twilight admitted. "I can't see him naked...I'm about to throw up just thinking about him...having sex"

"It's like having sex with-" Melody was about tell her when she stopped her.

"No! I'd rather NEVER know how he has sex!" Twilight shouted.

"Hehe!" Melody only giggled at her reaction. "Okay, okay, I won't tell you then"

"Good, so...can you teach me how to have sex?" Twilight suddenly asked.

"Wait what?" Melody asked her confused. "I thought you only wanted to know my first time, not have me teach you!"

"I know, I know, but I really need your help" Twilight said almost begging.

"Are...are you sure?" Melody Bloom asked. "Having sex...isn't something you can take back once it starts"

"I know and I wouldn't ask lightly, but I want to make Flash love me. And I want him to know I'm not just some nerdy princess" Twilight pointed out.

"So you want me to teach you how to have sex with a man?" Melody let out a sigh and nodded. "I owe you a lot, so I can't refuse. Okay I'll teach you"

"Yay!" Twilight clapped her hands in excitement. "Thank you Melody. I'll do my best!"

"First we'll need something that can mimic a male's penis" Melody said getting up and going to a drawer near Melody's bed and opening it. She pulled out a box and placed it on the bed. "Strangely enough in this day and age they have this now"

Twilight looked at the box and blushed deeply, it was a strap on dildo that was rather large. "You actually have one of those?"

"I haven't used it yet" Melody sat on the bed and started to undress herself. "So let's get started"

"Wait, right now?" Twilight's blush went from a rose red to a deep crimson. "I don't know if I'm ready"

"All virgins say that, don't worry about it" Melody took off her shirt. "I'll be gentle"

"Okay...I trust you" Twilight said watching her. She was really impressed with Melody's rather large cups. "Your so...big"

Melody noticed her eying her breasts and grinned. "Thank you Twilight"

She took off her pink bra and let her breasts bounce freely. "Although I'm still growing these"

"Four thousand years and still not fully grown? That's amazing" Twilight said keeping her eyes on her tits as they bounced. "Wow..."

"You want to feel them?" Melody asked.

"I do!" Twilight said before taking her tits into her hands and feeling them up. "So soft.."

"Mmmm, your hands are soft too..." Melody moaned a little as Twilight played with her boobs. She used this time to remove the rest of her clothes and she got started on Twilight's clothes.

Twilight smiled as Melody took off her shirt and grabbed her skirt before pulling them off. She licked her lips seeing Twilight's dark blue panties with sparkles on them with a matching bra. "I've never seen another girl naked before"

"I'm new with this myself Twilight" Melody explained as she took off Twilight's bra. She moaned more as Twilight kept playing with her breasts. "Mmmmm!"

Twilight's breasts were smaller then Melody's but only by a couple sizes. "I love this feeling"

"Oh it only gets better!" Melody said taking Twilight's hands off her breasts and laying her down.

Melody got on top of Twilight and kissed her neck gently making Twilight shiver in a new sense of pleasure. "Ooohhhh..."

Melody kissed her neck and her free hands lifted her legs up and slowly removed her panties showing Melody her damp slit between her legs. She let go of her neck and looked at her pussy. "Your slit is so small"

"Is..is that bad?" Twilight asked blushing from her looking at it.

"No silly, it's cute, and don't worry, it'll grow soon enough" Melody said, she grabbed her strap on and noticed it was much bigger then Twilight little slit. "Hmm, we'll have to get you used to big things before I can use this"

"But...how?" Twilight asked completely innocent. Melody knew Twilight was new to sex but she didn't think she was that new. She was young but she was old enough to know about sex and how it works. She guessed her parents never got around to teaching her the birds and the bees.

"First you relax, I'll do the rest" Melody said moving herself down between Twilight's legs and spreading them. She needed to make her as open as she could without hurting her so she readied her tongue.

Twilight watched as Melody began to use her tongue to slide against her small slit. The pleasure that suddenly hit Twilight made her moan loudly. "Ooooohhhh!"

Melody's tongue massaged her damp slit making Twilight's body tingle and feel lighter then normal. "This...this pleasure...it's amazing!"

Twilight moaned as Melody played with her slit and her horn sparked showing Melody that Twilight was losing focus. She really was new to pleasure. Melody felt herself getting excited from her moaning and used her free hand to stroke her own cunt through her panties.

"Ahhhh! Mmmm! Oh my!" Twilight grabbed onto the sheets as pleasure hit her over and over again, with each stroke of Melody's tongue she felt another shock of overwhelming pleasure. "Melody!"

Melody enjoyed her cries of pleasure and thrust her tongue into her pussy opening her small slit. The pleasure only increased from there making Twilight's hips raise. Twilight's tongue stuck out as her mind was drawing a blank now.

Melody's tongue lapped around the inside of her pussy opening her lower lips a bit, she had never done this with a girl before so she was impressed with how well she was doing to make her scream.

Twilight screamed in pleasure as Melody's tongue went as deep as it could. She had no idea such pleasure was even real. "Ahhhhh! It feels incredible! More!"

Melody stopped licking her pussy and kissed her clit before sucking on it a bit. Her moist lips let her easily use her tongue as she sucked on her wet clit. "Mmmmm!"

"That's it! I feel such amazing pleasure! Ahhhhh! Don't stop!" Twilight shouted in pure ecstasy. Drool flowed out of her mouth as she felt a pressure build in her loins for the first time and she loved every second of it.

"Mmmmmm!" Melody sucked more on her clit and used her tongue to lick her sensitive area. She never thought pleasing another woman would be so enjoyable, she was as straight as any girl but this sensation of control was making her wet. She controlled Twilight's body with just her mouth. Could make her scream in delight and she liked it.

She always wondered how it felt to be on top and she enjoyed it so much it was scary. Her fingers rubbed her pussy even more as something awakened inside of her. She took her panties and threw them off as fast as she could manage and fingered her pussy hard.

"Oh Melody! Your tongue!" Twilight screamed feeling pressure build up even more. "I feel something building up inside me!"

Melody fingered herself deep as she kept her mouth busy with Twilight's clit and pussy. She increased her speed on both of them enjoying it all. "Mmmmmmm!"

"Ahhhhhhh! Me-Melody! I can't hold it back! What do I do!?" Twilight asked unsure if it was a good thing or not.

Melody broke away from her pussy and smiled. "Just let it out Twilight! It's good to release!"

Melody went right back to sucking on her pussy making Twilight scream even louder. "Ahhhhhhh! Okay!"

Melody tongued her pussy faster and harder wanting her release just as badly as she wanted her own. She fingered herself even deeper. Twilight let out a loud scream as her hips buckled from her first orgasm she had ever experienced. "AHHHHHHHH!"

Twilight's body pulsed from the pleasure and her creamy juices splashed all over Melody's face. Twilight's orgasm pushed Melody over the limit and her own orgasm followed after. "MMMMMM!"

Melody came all over her fingers in the first time in four thousand years. Her body shook from the pleasure and collapsed on top of Twilight's crotch. Twilight was still cumming and came all over Melody's face even more.

"Haa..haa...haaa...haa.." Melody and Twilight breathed heavily from the orgasms. Twilight panted and hugged Melody's head against her crotch.

They stayed like this for awhile still in the afterglow of their orgasms. Melody looked up at Twilight and smiled. "So...how was your first time?"

"It...it was...amazing" Twilight said stroking Melody's hair. "Your amazing..."

"I'm glad you liked it as much as I did" Melody said licking a bit of Twilight's squirt and fully enjoying the flavor. "And that was just the first lesson"

"There is more?" Twilight asked looking down to her. "I have so much to learn, I had no idea sex was so good"

Melody climbed up to her so they were face to face and kissed her cheek. "So after all that trouble I went through to find you a lover. I end up being the one?"

Twilight giggled at this. "I wouldn't go that far, we're more like...friends with benefits, or sex friends. Lovers would probably be a little farfetched"

"Well that's true, but I hope it's not the last time we do this" Melody said bringing Twilight into her arms and cuddling her.

Twilight felt a strange relaxing sensation as Melody cuddled up with her. She enjoyed it combined with the afterglow of just having sex. "Oh don't worry, as long as you have something to teach me, I'll be willing to learn"

Twilight could smell her cum on Melody's face and strangely enjoyed it. It was dirty but she didn't care. Melody reached down and scooped her fingers into her own vagina coating her fingers in her own sex juices even more and brought it up to Twilight's lips. "Have a taste"

"What? But tasting it is...it's so dirty..." Twilight looked at her confused.

"Now now Twilight, girls like us have to get used to sex juices in our bodies, swallowing is a healthy part of sex. And besides you made me taste your juices, and I enjoyed it" Melody pointed out.

"Well...I guess it's fair" Twilight said before opening her mouth letting Melody Bloom insert her fingers. She closed her mouth around her cum coated fingers and sucked gently on them.

Melody felt excited as she watched Twilight suck on her delicate fingers. "Oh, your mouth feels nice"

Twilight's eyes moved to the door and suddenly stopped, she pulled Melody's fingers out of her mouth and gasped. "Oh no..."

Melody looked at her confused and turned to the door seeing their friend Shining Star at the door with wide eyes and a gaping mouth. "Oohhh..."

It was no secret that Shining Star was like a child when it came to just about anything, Twilight was her best friend and seeing another girl on top of her must have caused a mix of odd feelings. "Shining?"

Shining Star had come all this way to visit her friends and had heard some strange noises coming from this room. She opened the door to see Melody between Twilight's legs and doing something to her. Her aunt Luna had kissed her and made her feel good before but she still didn't really know much about sex. Luna did all the work that time after all.

"Twilight..." Shining Star blushed deeply. "I uh..I didn't mean to interrupt...sorry"

Shining Star closed the door and made her way down the stairs as fast as she could. Twilight smacked herself at this. "Oh great...Shining Star wait!"

Twilight grabbed a nightgown and put it on before she ran out to find her. Melody put on a towel and followed after. Shining Star walked outside and touched her chest where her heart was, she felt it beating faster then normal.

Shining Star removed the hood of her cloak and took a deep breath. Something was strange about what she saw. She knew it was sex, mainly through books though. Even that however didn't answer her question about why she had tentacles inside of her. But she did know that what she just saw made her loins burn.

"Shining Star!" Twilight called out running out of her place. "It's not what you think!"

"Huh?" Shining Star looked back at her and noticed her curves. She shook her head to clear it. "What do you mean?"

"Me and Melody...what you just saw, it's not like we're lovers or anything, she's just teaching me what sex is!" Twilight explained in a hurry. "You have to believe me!"

Shining Star looked at her confused. "Uh..."

"Please, you can't tell anyone. If word gets out, I'll never live it down!" Twilight continued.

"Relax Twilight, I don't care that you had sex with Melody. I mean how can I judge when I slept with my aunt Luna?" Shining Star admitted.

"Wait...really? You had sex with princess Luna!?" Twilight asked in a gasp.

"It was before I was adopted, but she taught me that sex is a natural part of us, so having sex with Melody isn't a big deal" Shining Star said. "I was just...caught off guard"

Twilight felt a lot better knowing she was okay with it. "Okay..but could you keep this a secret for now? Not everyone is so understanding"

"Well well this is an interesting outcome" Melody said walking out of the house. "Mind if I suggest something?"

"What?" Twilight and Shining Star asked in unison.

"Since Twilight is learning and you Shining Star also don't know much about sex, why not learn about it together?" Melody pointed out.

"You mean...us, becoming sex partners?" Shining Star asked. "Would that really be okay?"

Twilight thought about it and smiled. "That actually might work, we both could learn about sex together, and it could be a secret just between us three. We wouldn't have to worry about anyone saying anything"

"I...I'd like that" Shining Star said with a smile. "And don't worry about others knowing, my lips are sealed"

"Great!" Melody grabbed them both in a hug. "We're going to be one happy group of friends!"

"Wait, if Twilight is the princess of Friendship, how come she didn't know about having sex friends?" Shining Star asked.

"Friendship and sex friends are very different Shining Star" Twilight explained. "Now can we go inside? I'm feeling really exposed out here"

"Right let's go inside" Melody said walking back into Twilight's place.

Twilight and Shining Star followed after her and Shining Star looked back at Twilight. "So, what was your first time like?"

"It was incredible, I never felt such a powerful pleasure in all my life, what was it like with Luna?" Twilight said almost drooling from remembering the pleasure.

"It was just like how you say Twilight, it was incredible, sex is...I want to learn more. But I'm embarrassed..." Shining Star said.

"Well with me with you, you don't have to be" Twilight said hugging her waist gently. "If your scared. Just remember I'm there with you"

"I see why your the princess with the title Twilight. Hehe!" Shining Star giggled a little at this. "To think I came all this way just to get out of the castle for awhile and now I'm in Sex ed"

"Oh yeah, why did you come all this way?" Twilight asked.

"Well mom wanted me to get out of the castle because I was working too hard, and she wants me to learn to be less scared of everything. Or at least enough to go to the Goldflower birthday ball" Shining Star explained.

"Oh right, Celestia just wants to show you off, she's proud to be your mother. You don't need to worry about anything" Twilight said.

"What if I embarrass her? I freeze up just seeing one stranger, a whole room of strangers would freak me out" Shining Star explained.

"Well maybe we can work on that while we learn about sex?" Twilight said going back into her room.

Shining Star followed with a nod. She had no idea things were going to turn out like this. But she felt glad it did. Melody came over to her and grinned. "Don't worry Shining Star, let's start from the basics with you like I did with Twilight"

"Oh okay then" Shining Star said before going into the room.

Melody felt her loins burn with excitement, she happily joined the girls upstairs ready and willing to please them both.

Meanwhile there was two girls sitting at their home and watching the events that just happened at Twilight's place through a magical mirror.

"Oh that makes me so jealous dear sister!" The youngest of the sisters said annoyed. "Melody gets all the fun!"

"Don't say that sister, she earned it. Just like how Chrysalis ate Twilight's friends that one time and destroyed her mind" The older sister said with a strange smile.

The youngest of the sisters was a unicorn with purple skin and had dark blue hair with a black ribbon tied in a bow. She had strange see through butterfly like wings that looked like the night sky. Her shirt was a halter top with no sleeves or back with a skirt that had silk webbing design on it and skull boots. "Still, I get horny too Serenity"

"Oh paradise darling don't be like that, we can have all the fun we want" The oldest of the sisters was also a unicorn, but she was white skinned with light pink hair had light purple tips and violet eyes. She had strange bat wings and she was wearing a white robe with red markings all over it in a strange pattern. She had the robe open revealing she had a red shirt with white shorts. Her boots were the same as her robe and she had a hair tie tying her hair back into a tail.

"Can't we just play with them for five minutes or something?" Paradise asked bored.

"Our job isn't to interfere with those mortals. The last time we went to a world we got banished by their princess's for what you did" Serenity said rather calmly.

"But that was two thousand years ago! And I only got to have a little fun" Paradise pointed out.

"Oh don't worry my dear sister. The princess's magic isn't as strong as Starswirl's. Soon we'll have our time in any world we wish. Discord's chaotic world? Chrysalis's world of changelings? Sombra's world of darkness? A world where nightmare Night is everyday? We have ENDLESS possibilities at our fingertips very shortly" Serenity said with a grin.

Paradise clapped her hands happily. "Oh boy! I haven't been to those places in SO long dear sister, how much longer?"

"I've give the magic seal a couple of weeks, maybe a week before it's weak enough to break out of" Serenity said. "Now how about we watch some of that musical human world? I enjoy watching that Sunset girl sing"

"Okay, but then I want to watch Princess Trixie's conquest over the Diamond Dog rebellion!" Paradise said sitting up as Serenity picked up the remote and changed the channel.


	2. Chapter 2

**Several months ago.**

Shining Star was sitting in a field of flowers looking at the blue sky with pegasi moving clouds above her. It was breath taking to her, seeing so much space and freedom made her smile like never before. She brushed her purple hair due to the wind from the pegasi blowing it in her face.

"Shining!" A girl called out making her turn to see Twilight and her friends. "We're here!"

Pinkie Pie hopped over to her with a picnic basket. "Hey Shiny! How are you!?"

"Oh...hey Pinkie" Shining Star said looking down at the flowers avoiding her eyes. "I'm good"

"Still afraid of social contact huh?" Pinkie asked as the others came up to them.

"Well Pinkie, she's only been a princess for about six weeks" Rarity pointed out as she set out a picnic blanket for them. "She's been adjusting slowly but surely"

Applejack nodded and set down another basket. "Still it's got to be tough for her"

"What makes you say that?" Rainbow Dash asked hovering next to Twilight who was taking out a book to read.

"She's new to our world and already has the weight of Equestria on her shoulders, It's hard enough for Twilight being Celestia's pupil. But Shining Star there is her daughter" Applejack explained. This only made Rainbow Dash's head hurt however.

"So in english?" Rainbow Dash asked again.

Twilight rolled her eyes at this and spoke for Applejack. "She means it's difficult for Shining Star because she's so new to the outside world and she's already got princess duties, and as you know it's hard enough for even me"

"Ooohh, right I knew that" Rainbow Dash said trying to save face.

Shining Star noticed that their friend Fluttershy wasn't there with them. "Where is Fluttershy?"

"She couldn't make it darling" Rarity explained. "Celestia asked for her help on something"

"Celestia has been acting strange lately" Twilight pointed out.

They soon set up the picnic and they dug into the food. Shining Star looked at the food and smiled. "You girls are so relaxed.."

"Well yeah" Applejack said. "The villains are all defeated, Equestria is at peace. We have no reason not to be relaxed"

"Yeah! We have nothing but awesome parties on our list of things now!" Pinkie said happily eating a muffin. "No worrying about those big meanies!"

Shining Star nodded and noticed Twilight eating a cupcake as she was reading a book. She normally had a book in her face. Shining Star blushed as she watched her from across the picnic.

Shining Star felt her heartbeat quicken and smiled shyly at her. She didn't say anything, but she was in love with Twilight. She was the first real person she ever saw after all, she didn't really know if she was truly in love with her romantically or if she was just simply attached to her.

"Shining Star?" Twilight looked over to her and smiled. "You okay?"

"Yeah..I'm good" Shining Star said happily.

 **Present day.**

Twilight walked by and saw Shining Star relaxing on her couch. "Hey Shining, how are you feeling?"

"Okay I guess..." Shining Star said with her head in the clouds.

"Shining? What's wrong?" Twilight could tell something was wrong, Shining Star was shy but this was depressed.

"It's nothing..." Shining Star said unsure of her feelings.

"It doesn't sound like nothing" Twilight said sitting down next to her. "What's on your mind?"

Shining Star looked at her and sighed. "You...and Melody..."

Twilight blushed at this. "Your still thinking about what you walked in on huh?"

Shining Star nodded and Twilight looked at her confused. "I know you saw us having sex...but why does it bother you so much? It wasn't like we were making love, she's just my teacher. That's all"

"Do you really want to know?" Shining Star asked looking away.

"Yes of course, I want to help in any way I can" Twilight pointed out.

"I...it bothers me because I'm in love with you Twilight..." Shining Star said turning back to face her.

Twilight stopped and looked at her shocked. "You-you what?"

"I...I said I love you Twilight...ever since we meet...you were the first person I ever saw...and my feelings grew for you, but I didn't know what to say...and when I saw you with Melody...I did my best to hide my feelings but it hurt so much..." Shining Star admitted. "I was afraid to tell you my true feelings and...I thought I had lost my chance with you when saw that..."

"Oh Shining...I didn't even notice...no wonder you've been acting so strange..." Twilight said before letting out a sigh. "I hurt you and didn't even realize it...I'm so sorry Shining Star"

"This is why I didn't want to tell you...I didn't know how you would take it...and I didn't want to ruin our friendship..." Shining Star admitted.

Twilight felt strangely hurt that Shining Star would keep something from her even something like this. "I uh...wow, I need some fresh air"

Twilight got up and walked outside to think and Shining Star smacked herself mentally. "I shouldn't have said anything.."

Twilight paced outside as she thought about what Shining Star said, she never thought Shining Star had a crush on her. She never had someone actually say that to her before in her life. "Oh what am I going to do?"

She didn't know what to think about all this. Did she make a mistake? She had been trying to be with Flash so badly that she didn't think there could be others. The last time she tried to date someone it just got weird and awkward. Then again it was Trixie thanks to Melody. She really had to stop listening to Melody.

She paused and thought about Flash Sentry and then Shining Star. She didn't understand why she felt confused, she knew she loved Flash but now that she knew about Shining Star's feelings she didn't know what to do.

She decided to talk to Shining Star and figure things out, Twilight didn't want something so heavy to burden them both. She went back inside and looked for Shining Star but she was was gone. She hoped it wasn't to late to speak with her.

"Shining Star?" Twilight called out. She looked around and walked upstairs. She then heard the shower running and Shining Star humming to herself.

Twilight was about to open the door but she stopped herself. She took a deep breath and opened the door. Steam came out of the shower room and Shining Star noticed this. "Hello?"

"Shining Star...can we talk about...earlier?" Twilight asked walking into the shower room.

"O-oh...okay..." Shining Star was embarrassed from what she said and knew Twilight was going to stop being her friend.

"I'm...flattered that you feel that way about me Shining Star, I really am" Twilight began hoping they wouldn't lose their friendship. "Your smart, beautiful, you invented Magi-tech. Your everything a colt or a mare could ask for and I feel..so happy that you like me like that...but"

"You don't have to say anything Twilight...I'll leave...you must think I'm such an idiot..." Shining Star said biting her lip trying to hold back her tears.

"What? No! Shining Star, I don't think that and I don't hate you for any reason...the truth is, I'm confused. I'm in love with Flash Sentry and I now know your in love with me...to be honest I don't want to hurt ether of you" Twilight said. "I...I don't know what to do about this..."

Shining Star turned off the water and opened the curtain slightly. "It's okay Twilight...I don't want to get in your way of being with the one you love..."

Twilight saw her naked body and felt a something in her stomach, Shining Star's chest was much larger then her own and her body made Twilight shiver. Shining Star looked at her confused. "Uh...could you turn around so I can get dressed?"

"No" Twilight said plainly before she stripped herself of her own clothes. "I'd prefer to join you"

"Wha-what?" Shining Star blushed seeing Twilight undress in front of her. "What are you doing?"

"I don't want you to leave Shining Star, and we need to talk about this" Twilight said going into the shower with her as soon as she was naked.

"Oh my..." Shining Star blushed deeply seeing her naked and coming in the shower. Twilight turned the water back on and smiled at her. "Twilight...I, don't you hate me?"

"I would never hate you Shining Star" Twilight said. "I want you to know that no matter what I'll never think less of you for anything, and that I've been thinking about what you said to me. I care about you Shining Star...just not in the same way as I care about Flash Sentry"

"Right..." Shining Star hung her head.

"But there is something I want you to be...that not even Flash can be for me" Twilight said before reaching out and groping her breast.

"Oh!" Shining Star gasped from the sudden touch of her sensitive area. "Tw-Twilight!?"

Twilight then kissed her on the lips before fondling her breast more. Shining Star didn't know how to react so she wrapped her arms around her waist and kissed her back. Twilight moved her free hand down and felt her young curves. "Mmmm!"

Shining Star let her instincts take over as she moaned in Twilight's month, Twilight felt herself getting hotter between her legs, she realized she was enjoying this more then she thought she would. Massaged her breasts. She could barely fit her hands around her large breasts so she pinched her nipples gently to keep up the pleasure.

Shining Star felt a heat build between her legs as Twilight played with her breasts. She wanted her even more now. Twilight broke the kiss and lowered herself down to Shining Star's crotch. "Oohhh..."

Twilight took what she learned and started to lick Shining Star's pussy. "Mmmm!"

"Mmm! Oh my!" Shining Star moaned from the sudden pleasure. She leaned back against the wall of the shower as the water hit them both, the sensation of Twilight's tongue and the water made the pleasure even more intense. "Ahhh!"

Twilight now understood why a girl would give another girl tongue, it was pleasurable for not only Shining Star but also for her. She loved feeling Shining Star's body give into her. She then inserted her tongue into her wet folds and played around with her tongue.

Shining Star had never felt something like this before even with Luna, but that was more of a family thing then this. She moaned loudly as Twilight tongued her faster making her grab onto Twilight's hair. "Don't stop!"

Twilight giggled mentally at this, she then took Shining Star's clit into her mouth and sucked on it making Shining Star gasp in shock again. Shining Star's body shook with desire and pleasure her body reacting to Twilight's movements.

Twilight sucked on her clit for a few seconds before tonguing her pussy again. This time however something touched her tongue as she licked. "Hm?"

Twilight pulled back a little and a fairly large blue...tentacle of some sort came out of her pussy, head of the tentacle looked almost like a mushroom. But she remembered in one of the books she read that a man's penis like in a shape like that. "Whoa! You really do have tentacles!"

"You didn't believe me?" Shining Star asked as if it was normal.

"Amazing! I want to study those!" Twilight said as the tentacle wiggled out more and went straight for Twilight's mouth. Before Twilight could do anything the tentacle shot itself into her mouth. "Mmm!"

The tentacle tasted strangely good if not slimy. She wondered if this was how a man's cock tasted like. The eager tentacle went deeper into her mouth gently so she wouldn't gag and Twilight instinctively started to suck on it.

Shining Star moaned as Twilight sucked on the tentacle. Twilight was amazed on how Shining Star could feel it all, she knew she had to study her later but right now she was really getting into the pleasure.

Twilight sucked more on the tentacle enjoying the flavor of the cock like organ. Shining Star buckled from the pleasure going through her entire body barely managed to keep herself standing. "Ahhhh! It's so good!"

"Mmmmm!" Twilight sucked harder on the tentacle as it straighten and went deeper into her mouth. Shining Star felt pressure start to build in her loins as Twilight kept up the pace.

"Ahhhhh! Oh Twilight!" Shining Star screamed as the pleasure took her, her legs giving out making her fall on her butt on the shower floor. "Yes!"

Twilight took this time to suck faster on her tentacle and use a free hand to grab the shaft of the tentacle and stroke it. "Mmmmmm!"

"Ahhhhhhhh! Wow!" Shining Star cried out more as Twilight did this. Twilight then pumped her tentacle faster as she sucked much harder.

Shining Star felt the pressure build inside her even more as Twilight bobbed her head sucking with each motion. "I feel so hot! I'll blow any second!"

Twilight knew what she meant and pulled her tentacle out of her mouth and stroke it with both hands. "Good! Let it out!"

"AHHHHHHHH!" Shining Star screamed in ecstasy as her tentacle pulsed and blew alicorn semen all over her face and chest.

"Oh! So much!" Twilight licked her lips as the tentacle blew a large amount of semen all over her. "So this is what it's like!"

"Haaaaaaaaaa!" Shining Star felt amazing as her orgasm flowed through her body. She found herself smiling widely from just getting head from Twilight. "Your amazing Twilight..."

"Aw thanks!" Twilight said hugging her. "I'm glad we both enjoyed that"

"Oh I don't want this over yet!" Shining Star said as her tentacle got hard again. "My turn!"

"Okay!" Twilight was too excited to deny her such pleasure and she wanted more of her tentacles.

"Oh goodie!" Shining Star held her in her arms as the tentacle went behind Twilight. The tentacle rubbed against Twilight's tight butt.

"Whoa! Your going back there?" Twilight asked nervous. "I don't think I'm ready!"

"It's ether that or your virginity, and your saving yourself so this is the best action I can take" Shining Star explained rubbed her tentacle in between her lower cheeks.

This made Twilight blush as she enjoyed the tentacle in a spot she never thought as a sexual area. "Well..I trust you'll be gentle?"

"Of course" Shining Star said as her tentacle rubbed up and down her hindquarters. She then licked her neck and stroked her tentacle between her behind. "Mmmmmm!"

"Oohhh!" Twilight moaned from the tentacle playing with her bum. "I never thought that my backdoor could be used for pleasure!"

"I learn this from Auntie Luna!" Shining Star admitted. Her tentacle then prods her tight anal hole.

"Mmmmm! Good!" Twilight lifted her butt in the air as if inviting her. "Show me what you've learned!"

"You asked for it" Shining Star said before her tentacle thrusts into her anus.

"Ahhhhhhh!" Twilight cried out never having felt something like this before. It felt dirty having something go into that hole but strangely good.

She felt both pain and pleasure from the tentacle, it was bigger then her tight hole and it was the first thing to enter there causing the pain, each thrust from the tentacle however made it more pleasurable by the second.

Shining Star thrust faster and harder as she kissed Twilight's neck and moved down to her breasts and licked her nipples. "Mmmm!"

"Ahhhh! Oh yes!" Twilight screamed as Shining Star kept up the pace with her tentacle and sucked on one of her nipples.

Twilight moaned louder with each thrust making Shining Star more excited. She thrust deeper as she sucked on her nipple more and tugged on her other breast. The tentacle pushed deeper into Twilight's rectum enjoying the tightness. "Mmmmm!"

"Ahhhhhhh! That's it!" Twilight moaned loudly feeling the intense pleasure from tentacle in her butt. "More!"

Shining Star lapped her tongue all around her nipple as she massaged her other tit. The tentacle went much deeper into Twilight making the alicorn scream in delight. Shining Star's eyes rolled back as her tentacle plowed Twilight, she was already close from cumming before but she didn't care.

"Ahhhhh! Shining!" Twilight felt the pleasure from the tentacle as well as Shining's mouth, the water coming down on them only increased the pleasure. "I feel every inch!"

Shining Star stopped sucking and went down even lower to her bellybutton and thrust her tongue into it and licked it in a circular motion. Twilight giggled from the funny feeling of her tongue in her belly button. "Hehe! Oh my!"

Shining Star tongued her tiny bellybutton as the tentacle thrusts deeper and harder. She felt herself ready and wanting to cum but she held herself back as much as she could.

Twilight was lost in lustful pleasure as Shining Star pumped her tentacle much faster, she stopped using her tongue and grabbed her hips focused completely on her rear. She pumped so hard their crotches slapped against each other.

Twilight felt each thrust as the tentacle grew ready to blow. Shining Star tightened her grip on Twilight. "Twilight! I'm so close!"

"You are!? Ahh! Don't cum inside! Ah!" Twilight cried out.

"Ahh! Okay then! Ahhh!" Shining Star quickly pulled out of Twilight as her tentacle pulsed and sprayed cum all over her butt and backside. "AHHHHHHHH!"

"AHHHHH!'" Twilight's body shivered in delight as the feeling of her cum sprayed on her like the water. She was at such a height of pleasure her body couldn't help but hit orgasm as well.

Shining Star's tentacle pumped out a large amount of cum making her whole body shake. The tentacle soon finished and slipped back into Shining Star's pussy. "Ooohhh.."

Twilight came all over Shining Star's crotch in a bliss. She collapsed onto Shining Star and panted enjoying the moment. "So...good..."

Shining Star stroked her hair and adjusted herself so the water washed over them both as she sat up still in the afterglow of her orgasm. "That was...amazing..."

"It sure was..." Twilight said relaxing on her. "I never felt anything like it..."

"Yeah.." Shining Star said before she grabbed some soap. "Let's get cleaned up"

"Agreed" Twilight said getting a loofah.

After a while they both finished cleaning up and got out of the shower, they were both wearing only towels and were relaxing on Twilight's couch.

"Hey Shining Star?" Twilight asked as she leaned back. "About...what happened"

"Yeah?" Shining Star looked over at her confused. "You didn't like it did you..."

"No I did, I really did enjoy it!" Twilight said trying not to hurt her. "It's just...tentacles or not, your still a girl...and I'm more into guys..."

"I...I sort of figured" Shining Star said with a nod.

"However" Twilight said grabbing her and pulled her beside her. "That doesn't mean we can't be more then simple friends"

Shining Star blushed from this and smiled. "Really? Like you and Melody?"

"No, as I said we're teacher and student, almost sex friends but not really" Twilight pointed out again.

"But Melody said you were sex friends" Shining Star said.

"She was joking silly, she's just teaching me" Twilight said. "You have a lot to learn about friendship"

"You know? I think I can live with us just being sex friends. I Mean I love you still but I'm happy like this too" Shining Star said cuddling up to her.

"Yeah, I'm happy with that too" Twilight said. She felt a large weight lifted off Shining Star as well as herself. The tension they felt between them was gone and they were back to being good friends.

"So Shining Star? How is life at the castle lately?" Twilight asked.

"It's different from being in the one room all my life. Although having servants doing my chores and laundry and cooking. I'm not used to having others do things for me" Shining Star explained. "And so many duties"

"Well at least you have more to do then when I started out being a princess, all I did was smile and wave" Twilight said with a laugh.

"It's so weird being one of the only alicorns, I thought there would be more of us" Shining Star said confused.

"Speaking of alicorns, how in the world did you get these tentacles? I know you said you were born with them, but how?" Twilight asked.

"Well I've come up with a theory" Shining Star said. "Luna and mom told me about how Sombra would feed dark magic to my birth mother, and did strange magical experiments on her while I was in the womb. The magic must have flowed into me turning me into an alicorn while I was in the womb, I think the tentacles were a part of the dark magic that went inside of me the mass of energy collected into one spot. Sort of how the time magic flowed into me as a pinpoint and now I can't age"

"That makes sense actually" Twilight pondered. "But I'd still like to take a closer look at them sometime"

"It's only a theory though" Shining Star pointed out.

"It's a good one" Twilight said with a smile. "Thanks for being so understanding Shining Star"

"Hehe! It was a good idea to come visit you" Shining Star said feeling very relaxed.

"Does Celestia know about your...sexual encounter with Luna?" Twilight asked worried.

"No, Luna made me promise not to say anything" Shining Star explained.

"So when do you have to go back?" Twilight asked.

"My guess is before the ball at Goldflower's" Shining Star said.

"Well until then how about we go out into town?" Twilight continued her questions. "We could see all my friends and-"

Shining Star looked at her shaking at her words. "Uh.."

"Oh right, your whole...problem, well maybe I can get the girls to come here and visit?" Twilight suggested.

"That sounds a bit better" Shining Star admitted.

"Now how about we get dressed?" Twilight pointed out.

"Yeah, I like that idea" Shining Star nodded in agreement.

They then got up and went back upstairs to get dressed. Twilight knew that things would be different for them now on but she couldn't be happier about that. She looked over and noticed Shining Star was smiling. She could tell she was thinking the same thing.


	3. Chapter 3

Celestia was looking over her documents, she stopped and looked up from her desk sensing something. "Discord? If your going to spy, you could do a better job of it"

Discord came down from the ceiling and grinned. "If I did that you wouldn't be able to find me. And what's the fun in that?"

"What do you want? I told you before you are not allowed near Shining Star" Celestia pointed out. "And that means away from the castle"

"But you sent her away for a couple days so I thought I could visit" Discord said with a bit of a laugh.

"Please don't.." Celestia said getting a headache. She hated it when Discord came to visit. "I have enough on my plate as it is"

"Your probably sexually frustrated, you and your sister" Discord pointed out.

Celestia looked at him disgusted. "Excuse me!?"

"What? It's true, even your daughter has been getting relief as of late" Discord said. "It's perfectly normal"

"I do not discuss my love life with...something like you" Celestia said angry.

"Oh I touched a nerve there" Discord said unfazed.

Celestia took a deep breath, she knew Discord was just trying to get under her skin. "If you don't mind I have to go see my sister"

Celestia then walked passed him, he stopped and looked at her butt as she walked, she noticed this and flicked his face with her tail. "Don't stare"

Discord blushed at this and puffed away as Celestia left the room. She headed to the balcony where Luna was sitting and drinking some tea. Luna saw her walk up and next to her. "Hello sister"

"Can...we talk?" Celestia asked looking sort of embarrassed.

"About what dear sister?" Luna asked.

"What...what do you do...during your private time?" Celestia asked suddenly, making Luna blush.

"What brought this up?" Luna asked.

"I just had a visit from Discord..." Celestia said. "He said I'm sexually frustrated, can you believe that?"

"Actually...I can" Luna admitted. She rubbed the back of her neck embarrassed.

"You too?" Celestia asked concerned.

"I have to tell you something...before Shining Star became your daughter...I sort of...slept with her..." Luna said worried about her sister's reaction.

Celestia looked at her in shock, her jaw hitting the table. "You...you slept with your niece!?"

"It was before she was I swear!" Luna pointed out. "She was tense from working and scared so I just helped her release some stress, it was a one time thing I promise!"

Celestia shook her head and let out a large sigh. "Seems like everyone has a way to get rid of stress...except me"

"Sister?" Luna hadn't seen her sister like this in quite awhile. "Right...I forgot about...your past lover..."

"We never actually made love Luna, we wanted to of course. But we almost never saw each other, we didn't have the time" Celestia confessed.

"Well that would explain why your so...cranky at times" Luna pondered. "We need to get you something to...take the edge off"

"What do you want me to do? Sleep with Discord?" Celestia suggested almost sick from even the thought.

"Oh heavens no! That would be just gross!" Luna said making a grossed out face. "I was thinking more along the lines of going to see someone you trust enough to have sex with"

"But all my friends are old or girls" Celestia pointed out. "I can't have sex with any of them"

"Hmm..." Luna thought about a solution and smiled when an idea hit her. "When I was having trouble adjusting after our...fight, Twilight took me to an expert on talking, maybe she could help us with your...problem?"

"I suppose I could give it a try, you and Shining Star do it, and there is no reason for me not to" Celestia said to herself.

"She'll help you and we'll have a wonderful time!" Luna said getting up. "Come sister!"

"Wait, right now? But I have duties, I can't leave right now" Celestia said.

"Oh hush now, even we need a break from our royal duties" Luna said grabbing Celestia's arm and pulling her out of her chair. "Let us be off!"

"Whoa, I don't know if I should!" Celestia said unsure and panicked. This however didn't stop Luna from taking Celestia and leaving the castle.

In Ponyville Twilight was reading a book while Shining Star was getting dressed. "Hey Shining?"

"Yes Twilight?" Shining Star asked pulling up her dress, she took a deep breath and tightened her bustier around her.

"Do you think my friends have had sex before?" Twilight asked.

"I wouldn't know that, I'm sorry" Shining Star answered. "If you want I could make them my sex friends and tell you after?"

Twilight laughed at what she said. "Haha! It's not a big deal Shining Star, I'm just curious that's all"

"Someday Flash will be a really happy man" Shining Star said mainly to herself as she used her magic to finish dressing. "I wonder if I'll find a man like that someday? Not that it matters"

Twilight blushed at her comment and sat up confused about what she said at the last part. "What do you mean?"

"Even if I find a guy, he'd freak out about my tentacles for one and then there is the fact I can't have kids" Shining Star pointed out turning to her.

"I guess that's true, but I thought you couldn't have kids because your young?" Twilight asked.

"Yeah, my real body is pretty much still a child" Shining Star pointed out.

"Your real body?" Twilight asked even more confused. "I thought that was how you normally looked"

"Actually I use magic to make myself look older, all naturally born alicorns can mask their ages. Luna does it all the time" Shining Star explained.

"I never saw Celestia do that" Twilight said thinking about it. "But that would explain Luna changing her size every now and then"

"Mom grew up without any magic or problems, Luna was sealed away on the moon and I was sealed away in the Chrystal Palace, Luna never aged due to Nightmare Moon, and I didn't age because time magic was flowing into my body all that time" Shining Star continued.

"You have a point there Shining Star, I had no idea you had to do that" Twilight admitted. "I keep thinking I know you by now but I keep learning something new about you"

"It's not something I tell just anyone..." Shining Star said a little tense. "Strange talking about it..."

"It's okay, I won't say anything about it" Twilight said. "Oh and Shining Star?"

"Yes?" Shining Star asked.

"Thanks for coming, I was nervous learning about sex all by myself" Twilight said happily.

Shining Star blushed at this and nodded. "I'm glad too"

"Can you show me what your true form sometime?" Twilight changed back to what they were talking about.

"Well...for you...sure..." Shining Star said feeling timid about that, not even her own mother saw that form before.

"Great!" Twilight gave her a quick hug and just as she did there was a knock on the door. "Huh?"

Twilight let go of Shining Star and went over to the door and answered it. Right outside was none other then Twilight's friend Fluttershy, she was wearing a floral green dress and had a blue flower in her pink hair and she was holding a red covered book. "Fluttershy?"

"Hey...Twilight...I uh...I came to return this book I borrowed..." Fluttershy said as shy as ever.

"Really? You didn't have to come all this way for that" Twilight said taking the book from her. "Thank you Fluttershy, that was kind of you"

Fluttershy noticed Shining Star behind Twilight. "Oh I didn't know you had company, should I come back later?"

"Oh no. come on in" Twilight said inviting her friend inside. Fluttershy walked in and went over to Shining Star.

"It's been awhile Shining Star" Fluttershy said noticing Shining Star's shy smile. "How are you?"

"Well today's had it's ups and downs, but I'm good" Shining Star explained timidly.

"I've had days like that myself" Fluttershy said with a smile. "So Twilight, can I talk to you?"

"Of course Fluttershy, what is it?" Twilight went over to them.

"It's...well my animal friends are worried, they smell something in the wind, Angel hasn't been eating and is looking towards the Crystal Empire a lot lately. I'm scared something is going to happen soon" Fluttershy explained.

"That is weird...Angel doesn't get scared easily, and even though he's a picky eater he wouldn't pass on eating for long hours at a time" Twilight questions. She didn't even notice the animals acting weird. She had been distracted with Melody's training and Shining Star's feelings.

"Well I guess I should be going I have a lot to do" Shining Star admitted. "I need to get ready for the ball at Goldflowers"

"Your going to a ball? Then if you don't have a dress you should speak with Rarity, she knows all about that that kind of thing" Fluttershy pointed out.

"Oh I remember Rarity, she was really kind to me before. Thank you Fluttershy" Shining Star felt like it was a good idea to see her other friends now that she cleared the air with Twilight. It actually helped her a lot.

"I was actually going to visit her later, would you like to come with me?" Fluttershy had worked on her shyness and was able to talk a lot clearer then before.

"Oh that sounds good, I'd love too" Shining Star said excitedly.

"Oh I'm sorry Twilight, did you want to come?" Fluttershy turned to her friend.

"I would but I actually have to meet with Melody soon, she's giving me some lessons on some private matters" Twilight explained.

"Oh okay then, well I just wanted to tell you about the strange animal behavior, it's really scaring me" Fluttershy admitted.

"I'll look into it, it's probably nothing but just to be safe I'll use my magic to scan the area for anything off or odd" Twilight said. She believed Fluttershy was just worried over nothing, she was scared over everything after all so she didn't really pay it too much mind, but she would check later just to be safe.

Fluttershy then left with Shining Star to Rarity's, they talked a bit before they even saw Rarity's place. "So what were you and Twilight doing?"

"We...well we were talking about love and who we liked, girl talk mostly" Shining Star explained. She kept her word to Twilight about keeping their sex life to themselves. "We became closer then ever"

"I'm happy for you Shining Star, making friends is tough enough, becoming ever closer is hard" Fluttershy pointed out happily.

They soon made it to Rarity's place. Sweetie Belle, Rarity's little sister was playing outside with some ribbon. Fluttershy went over to her and smiled warmly. "Hello Sweetie Belle"

Sweetie Belle smiled at her baby sitter, she was wearing a purple shirt with a red skirt and matching boots. "It's been awhile Fluttershy! How are you?"

"I'm doing just fine, is Rarity home?" Fluttershy responded giving her a quick hug.

"She's right inside" Sweetie Belle said hugging her back cheerfully. "What do you need?"

"Actually my friend Shining Star here wants to talk with her" Fluttershy mentioned. "How are your friends doing?"

Shining Star walked into Rarity's place as they kept talking. Fluttershy sat down with Sweetie Belle and watched her play with her ribbon. "Their doing fine, Apple Bloom and Scootaloo are working on their homework so I'm just finding things to do on my own right now"

"Can I ask why your messing with that ribbon?" Fluttershy asked.

"I'm trying my hand at measuring ribbon, it's not as easy as Rarity makes it out to be" Sweetie Belle said focused on the ribbon.

Inside Rarity's place Shining Star noticed Rarity who was working on some dress. She was wearing a blue blouse and a purple skirt. "Rarity?"

Rarity looked back and smiled seeing her. "Oh Shining Star! I'm so glad your here, can you come over here?"

Shining Star nodded and went over to the platform she was next to. Rarity looked her over and measured the dress around her. "Hmm.."

The dress was a beautiful red and diamond white. Shining Star looked at it and smiled. "This dress is beautiful, who is it for?"

"Hehe! Isn't it obvious? It's for you silly" Rarity explained as she worked. "Celeestia's people contacted me and already paid me for the best dress just for you at Goldflower's ball"

"Oh wow! I haven't had a dress made by you Rarity. This is so exciting!" Shining Star was rather happy about this. She loved the look of the dress and she couldn't wait to try it on when it was done. "Thank you so much Rarity"

"It's no problem dear, after all you helped me in the past before" Rarity said happily. "When Sombra took over my mind and all"

"Oh I didn't do much, Sombra was after me after all. I'm just glad we're friends" Shining Star smiled at her.

"Me too" Rarity said finishing her measurements. "So how are you getting along in Ponyville?"

"I'm doing okay, not used so many people though" Shining Star said simply. "I've never been to a ball before"

"It's easy, you just shakes hands with people and greet them" Rarity explained. "I've been to those enough times to know that princess's mainly stand at the door and shakes hands"

"That's..kinda boring" Shining Star admitted. "But at least it's simple"

"It's easy dear, just relax" Rarity said as she focused on the dress. "Celestia, Luna. Cadance and even Twilight will be there for you if you need them"

"Yeah, your right" Shining Star said with a nod. "You always are"

"I only wish that were true" Rarity laughed a bit. "I've been wrong once or twice before"

"No way, you?" Shining Star looked at her confused.

"Yes it's true silly, I'm no where near as perfect as some might think" Rarity explained.

It wasn't long before Rarity was finished working and put the dress back where it was. "There we go, thank you Shining Star, you'll do just fine"

"I do feel better now, thanks Rarity" Shining Star headed for the door. "I'll see you later"

Shining Star stepped out and saw Fluttershy walking up to her. "Are you all done?"

"I am, thanks Fluttershy" Shining Star smiled at her.

"Well I have to get going home, I'll see you later okay?" Fluttershy started to walk off. Shining Star noticed the sun was going down and went after her.

"You shouldn't go home alone in the dark, I'll walk you there" Shining Star said catching up.

"That's nice of you Shining Star, okay let's go" Fluttershy said while walking.

The sun set as they finally got to Fluttershy's place, Shining Star always liked how Fluttershy was able to live on her own, Fluttershy grabbed her keys and opened the door before turning to Shining Star. "Well I hope you have a nice time here in ponyville Shining Star"

Shining Star nodded, she already was in fact, but before she could say anything two figures come up behind her. Fluttershy's eyes go wide and this makes Shining Star turn back to see Celestia and Luna walking up to them. "Princess's?"

"Mom? Auntie Luna?" Shining Star looked surprised to see them. "What are you doing here?"

"Shining Star?" Celestia bit her lip and looked away. "We uh...we came to ask for Fluttershy's...help with something"

"She means we came to the yellow one to get rid of these pent up urges" Luna explained. "Would you care to join us?"

"Pent up urges?" Fluttershy knew what that meant and blushed a deep red. "Oh my...why me?"

"I don't like this idea anymore Luna, I..I can't have sex with my own daughter and Twilight's friend" Celestia admitted. "We should go back to the castle"

"Nope!" Luna pushed her sister forward. "We do this now! Come you two, we have much pleasure to give one another!"

Shining Star looked at her mother and smiled. "I don't mind if you don't..."

"I..I don't know Shining Star, incest with my own daughter...I really shouldn't" Celestia eyed her daughter, she knew they weren't really related or anything so there was no harm in it. She was so horny however she couldn't stop herself, she grabbed Shining Star and Fluttershy and pulled them both to her chest. "Oh okay, just this once and we never speak of it again!"

Luna giggled and joined them as they walked into Fluttershy's place. Fluttershy wasn't sure about this but Luna explained what was going on and that Celestia needed a break. Fluttershy nodded as Luna finished her story and nodded. "Oh so that's what's going on, well if you need help I don't mind at all"

"Then you'll do it?" Luna asked licking her lips.

"Yeah...okay" Fluttershy blushed more with a nod. "But let's do it one at a time, I'll take Celestia first"

"Very well Fluttershy, Shining Star and I will wait our turns" Luna said going over to Fluttershy's couch, Shining Star went over and sat next to her. Celestia followed Fluttershy to her room upstairs and closed the door behind her.

Shining Star looked over at Luna and smiled at her. "So how have you been auntie?"

"I've been good, Celestia has been stressed lately though, that's why we're here. I knew Fluttershy could help her just like she helped me that one time" Luna admitted.

"I feel bad for her, mom works hard to keep us safe from monsters and bad people. But she never gets a break" Shining Star said moving closer to her. "So...Twilight's been doing good"

"Oh? I'm glad to hear that" Luna smiled and pulled her over to her. "You now? It's been a long time since we did anything...fun Shining Star"

Shining Star blushed and nodded. "That's true.."

Luna sniffed her hair and noticed something was off. "You..have another scent on you?"

Shining Star looked at her nervously. "Wha...what do you mean?"

"I can smell someone else's scent on you, you recently had sex didn't you?" Luna grinned. "You naughty girl, it was Twilight wasn't it?"

"I..uh...maybe?" Shining Star blushed more.

"That's so cute!" Luna laid her down on the couch and got on top of her. "Then you won't mind if I have some fun with my niece as well?" Luna went down and kissed her without letting her answer wanting to feel good.

Meanwhile somewhere in a cave outside of Equestria the Changeling queen, a black creature with holes around her body and insect like wings with black horn was sitting on a rock annoyed. She had green eyes and was wearing ripped clothes that was dirty.

At least being queen used to mean something, but after Twilight beat her and stopped her plans for a real home for her changelings most of the changelings were starving to death. In order to save her people she had them go into pods to save their energy.

Nowadays it was just her waiting and watching for her time to strike. But Celestia's guards were always on alert so she couldn't even leave the cave without some alarm going off. She laid down on a rock and yawned. She wanted to do something but there was nobody to even talk to.

"There stop the program!" Serenity said suddenly and Paradise paused it. "This Queen of the changeling will be perfect for our plans"

"But sister, we can't do anything until the door is opened" Paradise explained.

"I know, but the door will open in a couple of days. And all they can do is have sex completely unaware of us" Serenity pointed out.

The next day Fluttershy along with Shining Star, Celestia and Luna were each very satisfied. Celestia smiled as Fluttershy put down a cup of tea for them. "Last night...it was magical princess.."

"I'm glad you enjoyed it Fluttershy, I know I needed that badly" Celestia said taking her cup and taking a sip.

"And how about you two?" Fluttershy turned to Luna and Shining Star. "Did you have a nice time?"

"It was a little different being related now, but all in all it was still amazing" Shining Star admitted.

"I agree" Luna nodded and Fluttershy took a seat.

"So when is the ball again?" Fluttershy asked.

"It's right around the corner actually" Celestia spoke. "That's why I've been so stressed lately"

"That soon? I don't know if I'm ready" Shining Star pointed out.

"I'm glad this is all getting over myself" Luna added. "I never liked him or his family so getting it over with is good news to me"

Celestia smiled and put a hoof over Fluttershy and coos. "Say? How about after the ball you and me get married? Shining Star needs a daddy after all~"

"Wha...what?" Fluttershy blushed a deep red at this sudden advance. "Me...mar-marry...a princess?"

"Mom! Don't say weird things like that!" Shining Star said embarrassed. "Your going to scare her off!"

"Fluttershy a part of the family? Well that would be fun~" Luna licks her lips.

"I..I don't know what to say..." Fluttershy was really confused but flattered.

"Oh calm down Fluttershy, I'm only playing around" Celestia giggles.

Luna laughs a bit and Fluttershy took a deep breath of relief. Shining Star just rolls her eyes and they continued to talk for awhile.

The days pass quickly with Shining Star spending time with her friends and Twilight. Twilight panted as Melody Bloom stroked her hair gently. They had been busy and Twilight was feeling really good.

"So Twilight? Did you enjoy your lessons?" Melody asked.

"I did~" Twilight moaned a little.

"I'm glad, and we finished this just in time, you have a ball to go to with your friends" Melody said stroking her hair. "In a couple hours anyway. We can still have fun if you want?"

Twilight laid herself down as Melody got onto of her and kissed her gently. "I'd like that~"

"Good~" Melody kissed her with tongue now.

Twilight moans as she did this, she knew thanks to Melody she was ready for her real lover Flash. Or at least soon to be lover. She just needed to finish this ball and then ask him.

Melody breaks the kiss and Twilight gets up. "I'll see you later Melody, thanks for everything!"

"I'm glad I could help Twilight" Melody smiled as Twilight walked out.


	4. Chapter 4

Shining Star was looking around the ballroom, she really didn't like seeing so many ponies but she was there to support the others. Cadance, Luna, Celestia and Twilight were all there at Goldflower's party. They all had on fancy dresses and everyone was mingling.

Twilight looked over at Shining Star who was clearly a nervous wreck and spoke softly to her. "Your doing great Shining Star, you don't need to be so nervous with us around"

"I'm just worried Twilight...it all seems so...pointless for me being here, they have all of you, I mean I've been here the whole time and I've shaken hooves with no pony" Shining Star admitted. "Is there something wrong with me?"

"Of course not Shining Star, your a princess just like us, their just not used to you yet that's all" Twilight explained.

"I guess your right, well I mean of course your right. Your Twilight Sparkle the greatest hero of our time" Shining Star smiled at her feeling better.

"I'm no hero, I'm just a mare looking out for my friends" Twilight admitted. She never cared for that title but she was happy to help in anyway she could.

Luna looked over at Celestia who was giving her a look of disappointment. "Is something wrong sister?"

"It's about what you and Shining Star did while I was with Fluttershy...you still haven't talked about it" Celestia pointed out.

"I told you dear sister, that's private. I didn't ask you about what you did with Fluttershy, and you know I didn't hurt her in anyway" Luna said with a sigh. She had been getting the eye from Celestia for awhile now. She understood why of course. But it was a little annoying.

"Right...sorry Luna, I just worry" Celestia explained feeling bad for harping on her sister like that.

"Don't worry about it Sister, I would be too if I were a mother" Luna nudged her with her flank. "And after this we should visit Fluttershy once again"

"I agree my dear sister. I agree" Celestia giggled to herself. The event was pretty boring to be honest and they wanted to get out of there and do something fun.

Meanwhile around a cave somewhere nearby the queen of the changelings was looking over a pool of water, she could see the lights coming from the manor off in the distance. She hated the fact she and her people were stuck in some dirty cave while the ponies got to run around and play like it was nothing.

She kicked a small stone into the pool of water making it ripple, the ripple however suddenly froze and the water turned into what looked like a mirror. Two figures floated up to the surface and stood on the glass like water. They appeared to be alicorns but there was something off about them.

"What the?" Chrysalis looked at them backing up unsure what they were.

The white girl looked over at her and smiled. "A Changeling? I haven't seen one of those in a long time, right sister?" Serenity asked adjusting her hood on her cloak.

"It's been so long sis~ I can't wait to play with her~" Paradise liked her lips hungrily at Chrysalis.

"What are you?" Chrysalis asked looking worried now.

"Forgive my sister, she's the princess of fertility and doesn't know how to keep her skirt on. My name is Serenity and this is Paradise, we're alicorns" Serenity explained to the bug queen. "I couldn't help but notice you live in a cave. Why is such a powerful queen like yourself living in such a way?"

"Hmph! It's thanks to your kind that my people were driven away from their home and we had to go into hiding. If I had even half the the power I did before with Cadance's love I would have taken over Equestria long ago!"

"Come on sister, let me take her, just a couple minutes!?" Paradise begged her older sister.

"No Paradise, we're here to offer our help to the queen remember?" Serenity said smiling at her sister gently.

"Help me?" Chrysalis asked confused.

"That's right, what would you do if I said we could give you all that power you wish you had and more?" Serenity spoke like an angel making it hard to ignore. Something in Chrysalis felt allured to accept her offer even though she hadn't really given it much thought.

"Why would you give me such power? What's in it for you?" Chrysalis asked trying to wrap her head around everything. "And if I had such power..I'd take over Equestria and make the ponies my slaves"

"Good answer" Serenity said before looking at her sister and Paradise made a vial full of pink liquid appear with her magic and handed it over to Chrysalis. "If you want to take over this world and make it your own, all you have to do is drink this, all we ask for in return is a good show"

"And we want to have sex with ANY pony we choose, right sis!?" Paradise was drooling on the spot looking forward to all the fun she had planned.

Chrysalis looked at the vial and then at the sisters. "You two are trouble...your not just alicorns...something more, but I won't turn down a chance to get even with those ponies...but I have a feeling you knew that"

Serenity grinned as Chrysalis drank the the pink liquid, she was glad that the queen of the changelings wasn't a complete fool, her plans were coming along nicely and she just barely got out of limbo.

"Sis, I really really need a good lay, can't we look around and play with whatever we find? I'm so horny I could have sex with anything~" Paradise said humping he air.

Serenity let out a sigh knowing that Paradise wasn't going to stop until she got what she wanted. "I don't really want to miss the show my sweet sister, but you go ahead and have fun"

"Yay! Your the best sister ever!" Paradise jumped up and ran away towards who knows where.

Serenity used her magic to create an orb that was green and as soon as Chryalis finished the drink she handed it to her. "This little thing will improve your army ten fold. They won't even know what hit them"

Chrysalis smiled evilly at this and the orb floated to the sky and with a shock wave around the cave suddenly all her minions were empowered. "Haha...hahaha...hahahaha!"

Serenity watched as Chrysalis flew into the air and laughed turning to her fellow changelings. "Listen up everyone, it's time for a new era! An Era of changelings!"

They all cheered and followed their queen out of the cave, Serenity knew things would be very fun now and had to watch. She felt her heart racing for the first time in millions of years. She truly felt excited.

Meanwhile Paradise was humming along as she skipped down the road to Ponyville, it wasn't very far from where they were. She honestly questioned why they needed a train for something that was walking distance. It was just plain lazy.

Paradise stopped as she walked into a clearing, she saw Sweetie Belle trying to practice her magic and she found it just adorable. She walked over to the filly and could smell her innocent aroma. "Hello dear~"

"Huh?" Sweetie Belle looked up to the stranger and noticed her horn and wings. "Whoa...are you a princess?"

"That's right little one, I'm the princess of fertility. You can call me Paradise~" Paradise got really close to her.

"I don't even know what that is, sounds weird" Sweetie Belle said looking at her confused. "And I've never seen wings like that before"

"You like?" Paradise asked turning around and flapping her butterfly wings gently for the little filly to see them.

"Their so pretty! The prettiest wings ever!" Sweetie Belle watched in amazement.

"Thank you Sweetie, what's your name?" Paradise giggled at the compliment.

"My name is Sweetie Belle, so what are you doing here in Ponyville?" Sweetie Belle asked.

"I'm looking to play a game Sweetie Belle, an adult game. Do you know where the adults are?" Paradise asked turning back to her.

"Their all in town, and if it's a game can I play?" Sweetie Belle was looking for a reason to not be so bored and a game was just the ticket.

Paradise didn't have an moral code or anything like that, she didn't care at all if she bucked an adult or a child, her lust had been building up for eons so she wasn't going to go easy on any pony. "Oh don't worry Sweetie, I've already planed for you to be in the game~"

"Oh yay! What game is it anyway?" Sweetie Belle asked getting excited.

"It's called sex~" Paradise cooed as she picked up Sweetie Belle and put her on the nearby park table.

"What is sex?" Sweetie Belle asked more confused.

"You don't have to worry about it Sweetie Belle. Just relax~" Paradise said leaning in wanting to taste the filly when she heard someone run up behind her.

"You! Get your hands off my sister you sicko!" Paradise turned to see Rarity running up panting a little from running so much.

Paradise rolled her eyes at this, she was so close to having the filly but of course the older sister comes running to the rescue. "Man that is cliché, fine then"

Paradise created a collar and chains with her magic and the collar wrapped around Sweetie Belle's neck and the chains stabbed into the ground and locked in place. This made Sweetie Belle freak out. "Sis!? What's going on!?"

"I don't know who you are, but nobody touches my sister like that. I don't care what you are!" Rarity said glaring at Paradise.

The goddess floated into the air and laughed. "It's been so long since I fought, oh this will be fun~"

Rarity used her magic to create a beam of light that shot at Paradise, Paradise just held out her hand and the beam was blocked with ease. "What!?"

"Oh please, a little beam like that can't even tickle me, my turn!" Paradise then flapped her wings creating a gust of wind and a magical pollen fell from her wings and stunned Rarity.

"Ugh! Why can't I move?" Rarity tried to move but it was really hard like her skin was like stone.

"It's just a little bit of magic dust, if you can't even block against that your not much of a fight" Paradise said floating over to her and started to feel her skin. "Oohh~ your skin is nice"

"Ew! Don't touch me!" Rarity growled at her, her horn then glowed and a cloud above them rained down on her making Paradise jump back, the water got all the pollen off her and she used her magic to lift a large rock and throw it at her.

"Good one sis!" Sweetie Belle said happily.

Paradise was too horny to keep fighting like this, she didn't want to battle but this girl was really making it annoying. Paradise jumped out of the way of the large rock and teleported behind her. "Good try"

Paradise then grabbed into Rarity's shirt and with a quick movement ripped it off of her. Rarity looked down and quickly covered herself, she was blushing a deep red, luckily she had her bra on still. "You brute!"

"Wow look at those babies~" Paradise whistled as she stared at Rarity's chest. "Your big!"

"Enough of this!" Rarity used her magic to shoot at The alicorn.

Paradise created a shield and with a pulse of magic she hit Rarity into the air. With a quick dash she grabbed onto her skirt and ripped it off making Rarity only in her underwear. "Ahh!"

The Alicorn then used her magic to create a stockade around Rarity's neck and wrists, making her top half to heavy and she fell onto her back. "What the!?"

Paradise then created a ring and sat on top of Rarity, she then slipped the ring onto her horn and all of Rarity's magic stopped flowing so she couldn't use it anymore. "Let me go!"

"But the fun just started~" Paradise said snapping her fingers and her own clothes vanished and reappeared on the table.

"Don't hurt my sister!" Sweetie Belle cried out. "Please!"

Paradise ignored the cries of the child and ripped off Rarity's bra and panties exposing her rather large tits and crotch to her. "Oh that looks nice~"

"Stop it!" Rarity struggled under the alicorn. "Stop!"

"Nope!" Paradise then used her magic to make more chains that wrapped around Rarity's legs and forced them apart, Paradise stood up and looked over the exposed Rarity. She started to feel her own breasts in excitement. "Oh I want you~"

She then sat right between her legs and their pussies met. This made Rarity quite scared. "Please don't!"

"Too late!" Paradise said connecting their pussies and started to grind against her in a slow motion at first. She wanted to make this last.

"No! Stop that! It's so gross!" Rarity felt Paradise's wet pussy grind against her pussy causing jolts of pleasure to go through her body.

"Rarity! You monster stop it!" Sweetie Belle shouted but it was too late for her to do anything.

Paradise moaned in bliss as she rubbed her pussy against the white unicorn's privates. She was gushing wet already from just how excited she was. She moved her hips faster making sure Rarity's pussy was wet from her juices and then cast a spell giving herself a stallion cock that was rather large. A spell like that was easy for someone like her.

Rarity couldn't see what was going on due to the stockade around her neck. "What are you doing!?"

"I'm going to buck you~" Paradise said changing position so she was right on top of her, she didn't even bother teasing her as she thrusts the huge member into her pussy. Rarity wasn't a virgin by any means but she had never taken something so large before which made Rarity cry out in pain.

"Ahhhh! Nooo!" Rarity cried out feeling the girth stretch her tight pussy. "Please stop!"

"It's been so long since I bucked a girl like this, let's not leave your sister out of this pleasure~" Paradise moaned as she started to thrust in and out of Rarity's pussy that was bleeding now due to being stretched so much.

"Sweetie Belle!? Nooo! Have your way with me if you want, but please don't do anything to her! I beg you!" Rarity cried out and bit her lower lip in pain.

"Sorry I don't follow anyone's orders by my sister's" Paradise said casting another spell. Suddenly tentacles shot out of the ground around Sweetie Belle and they started to move around her and remove her clothes.

Sweetie Belle's eyes grew as the tentacles removed all her clothes. "Ahhh! Rarity help me!"

Paradise went back to thrusting into Rarity's pussy making Rarity's crotch stretch each time she thrusts in. the pleasure was overwhelming Paradise's senses as she wanted even more now.

The tentacles started to rub Sweetie Belle's underdeveloped pussy and her flat chest. "Eww! I don't want this! Make it stop!"

A tentacle unsheathed like a foreskin revealing a thick cock as it started to rub against her pussy, two more tentacles wrapped themselves around her nipples and started to tug on them gently. Then more tentacles went behind her and slapped her butt cheeks. "Ow! Hey!"

The larger tentacle then began to push into her virgin pussy and with one strong thrust went straight into her pussy breaking through her young hymn making her scream in pain. "Ahhhhh! It hurts!"

The tentacle thrust in and out of her not caring if she was in pain or not, blood slowly dripping from her pussy onto the table she was chained upon. The tentacles on her chest played with her small nipples as the tentacles behind her slapped her butt more.

Sweetie Belle cried out even more as Paradise kept thrusting into her prey, Rarity was in tears now hearing her sister scream in pain as she was a victim of those tentacles. She felt useless and couldn't do a thing to help her. Paradise felt her member pulse as she wanted to hit her orgasm as soon as she could.

"Sweetie Belle! Stay strong!" Rarity cried out in pain as Paradise kept up the pace, each thrust hurt more then the last and she could feel her member go into her womb and stretched it with the size of her cock. "Ahhhh!"

"Ahh~ It feels so good!" Paradise moaned in bliss as she felt herself wanting to cum. She picked up the pace of her thrusting making Rarity feel the pain but it was unusually starting to feel good for her, she did her best to struggle but she couldn't even move.

Rarity did her best to ignore what was happening to her and looked over at Sweetie Belle, she wanted to reach out to her but she couldn't. Sweetie Belle was still bleeding on the table as the tentacles played and bucked her deep. The large tentacle going deep into her pussy coated in Sweetie Belle's juices. One of the tentacles on her nipples moved up and unsheathed itself thrusting onto her little mouth and the tentacles behind her slapped her bum more. "Mmmm!"

Paradise felt herself going over the edge and cried out in bliss as she hit her orgasm and her hot seed exploded into Rarity's womb filling her rather fast. "Ahhhhh! Ahhh! Ahhh!"

"Nooooo! Don't cum inside!" Rarity cried out knowing it was too late as she felt the hot seed flow into her. "Ahhh!"

Paradise held her cock in her for her entire orgasm and moaned. She pulled out of her dripping semen on Rarity's crotch as she felt her own breasts. "Haaaa~ I missed this feeling of bliss~"

Rarity was in tears feeling the hot mess between her legs slowly ooze out of her. She couldn't even speak with all the pain she was feeling. Her whole body was in pain and Paradise moved back on top of her seeing her crying. She then started to tongue her tears tasting the salty water as she humped her.

Sweetie Belle moaned in pain as the tentacle in her mouth pumped down her throat making it hard to breath since it had easily filled her throat. Tears streamed down her face as the tentacle in her pussy started to grow.

She felt the tentacles pump much faster and harder into her, she choked as the tentacle in her throat blew it's load flooding her stomach with it's gooey and hot fluid. She was forced to swallow it and felt the large tentacle in her pussy went much faster.

The tentacle pulls out of her mouth letting her finally breath a little as the tentacle in her pussy came it's sticky goo into her pussy, Sweetie Belle felt her crotch burning from the hot goo and it only hurt more then anything for what seems like forever before it pulls out of her.

She just stayed there unable to really think or do anything at this point. She could only watch as Paradise went back to taking her sister again and the tentacles around her switched and started to buck her again.

Meanwhile at the Goldflower manor, Twilight sighed in relief with her hand hurting from all the shaking of hands she did. "Ugh...I'm going to have to put ice on my hands for awhile"

"Haha, well I'm glad your here with us Twilight, this would be even more boring without you and Shining Star" Celestia laughed a little.

"I'm just glad we're done being in such a large crowd" Shining Star said with a bit of a smile.

However as everything was seemingly going well Changelings burst through the doors and windows swarming the place. Twilight jumped in shock at this. "What in the name of Equestria!?"

"Changelings!?" Cadance's jaw dropped. "What are they doing here!?"

"Isn't it obvious?" They heard Chrysalis said loudly as she came flying in and landed in the middle of the panicked crowd. "We're here to take over your world and end you ponies forever!"

"Chrysalis! How dare you come here, are you so foolish to think you can just walk in here with all the alicorn's here!?" Celestia said annoyed. She knew that Chrysalis had an ego but thinking she could fight them all? That was just a bad move.

"All alicorn's? Really now?" Serenity walked in from the front door and smiled before she took off her cloak revealing her bat wings and horn to them. "I would say your wrong about that"

"What? I didn't know there was other alicorns, what does this mean?" Shining Star asked confused.

"That's impossible, we're the only alicorns in Equestria!" Luna pointed out. "And her wings are that of a monster's"

"You really think wings are all one in the same for alicorns? I've been an alicorn longer then any of you have been alive" Serenity said with a cold glare.

Twilight looked at Celestia and noticed she was actually scared now. "Celestia?"

"It can't be...this...this just can't be..." Celestia stared right at Serenity. "I heard about you from Starswirl a long time ago..Serenity...the Princess of Heart. She harbors darkness and light inside of her. She's one of the first Alicorns, but she was so evil that Starswirl had to banish her and her sister in limbo, how could his magic have broke?"

"Easy, all magic ends at some point all we had to do was wait and now we're back" Serenity explained.

"Wait...we're?" Cadance asked. "Your sister is also here?"

"Oh no, she's at Ponyville probably raping some poor soul, she is the princess of fertility after all" Serenity smiled at this.

"Princess of heart? But if she's evil why is she the princess of heart?" Twilight asked.

"You don't know? Oh how sad. Starswirl kept a lot from you girls" Serenity shook her head at this. "I don't have time for chatting, Chrysalis?"

Twilight and the other princess's noticed that the changelings had all the ponies captured except for them, they needed to act fast. Twilight readies herself for anything when Celestia pushed her behind her. "Twilight, I want you to run and take Shining Star with you. Something is wrong with Chrysalis"

"But I can't just leave you here, I just can't" Twilight tried to argue but knew better then to question Celestia's orders. "Okay...just please stay safe..."

Celestia however just frowned, she didn't think any of them would live through this but she wanted to give Twilight hope. Twilight grabbed Shining Star and her horn started to glow.

"Twilight?" Shining Star looked at her confused. Twilight then warped them out of the building and some Changelings dashed outside after them.

Chrysalis smiled at this and glared at the princess's. "Two of you ran away? Do you really think only three of you will be able to stop us?"

"We won't give in to you Chrysalis!" Cadance growled at her. "You won't have your way!"

"I always get what I want Cadance, even your husband will belong to me just like you will~" Chrysalis said. "Guards!"

The changelings surrounded them and Luna blasted away a couple of the changelings with her magic, Cadance used her magic to create a shield around them as the changelings charged and hit the shield over and over again.

Chrysalis was annoyed by this and used her own magic to blast the shield apart, she then quickly lifted Cadance with her magic and threw her against a wall making sure she couldn't use her magic to help the others.

"Ahh!" Cadance tried to move but a changeling guard jumped her and easily overpowered her with it's new powers. Serenity went over to her and tapped her horn forcing Cadance's horn to glow and then her magic flowed out of her making her extremely weak. "My power...what...what did you do to me?"

"I took away your alicorn magic that's all. Your now as useless as a unicorn, maybe more so" Serenity grinned at her.

Cadance passed out and Chrysalis shot Luna with a blast of magic hitting her back into a group of changelings. "Ahh!"

"Luna! Cadance!" Celestia tried to help them but she was unable to. Serenity went over to Luna next and did the same thing she did to Cadance taking away her magic.

"As long as one of us alicorns remain you will never win" Celestia pointed out.

"Now now Celestia. It's not very princess like to lie" Chrysalis laughed before the changelings jumped and pinned Celestia on the ground. Serenity went over to her and smiled.

"Your whole world brought to it's knees overnight, your nothing like Starswirl are you? And I had hoped my great grand daughter would be strong like me~" Serenity said before taking away Celestia's magic and making the princess pass out.

"Grand daughter?" Chrysalis asked confused about what she meant. "Your her grandmother?"

"Not quite, there are a lot of greats but all alicorn magic is based on our magic so I guess all alicorn's are my children in a way" Serenity explained. "Now let's get to work~"

Chrysalis nodded and the changelings started to make their home at the manor throwing the stallions in cells and the mares were all brought to a special chamber that the Changelings covered in their green gunk. Chrysalis looked at Serenity confused as her drones worked. "So tell me again why we're bringing the girls here?"

"Tell me...how do you feel?" Serenity asked with a twisted smile.

"Well..." Chrysalis blushed a little. "I'm actually pretty horny right now..."

"That's the side effect of Paradise's mixer. It makes you stronger sure, but in order to keep that power you must fuel it...with sex" Serenity pointed out.

"You mean in order to keep this amazing power I have to have sex all the time!?" Chrysalis asked shocked.

"That's how her power works, my sister makes everything sexual" Serenity explained.

"Just when I thought there was no catch, so your bringing these mares up here to...let me have sex with them?" Chrysalis said with a sigh. "I'm actually more into guys"

"Actually these girls are for your drones, their power works the same way and they need to have sex to keep it up, plus having sex with an alicorn will make you much more powerful then you are now" Serenity said.

Chrysalis had to admit. She liked power and she would do anything for more. Plus she had three alicorns under her foot now, she simply grinned and walked to the master bedroom letting Serenity supervise her drones.

In the new and improved master bedroom Cadance, Luna and Celestia were tied down and chained to the bed like dogs. "Well well...my little pony's. How I've dreamed of this moment~"

She closed the doors behind her and went over to them licking her lips.


End file.
